Assuming that the underwriters do not exercise their option to purchase
additional shares, after deducting underwriting discounts and commissions in
connection with this offering we expect to receive net proceeds of approximately
$917 million. We expect to have estimated offering expenses payable by us of
approximately $32 million.
Assuming that the underwriters do not exercise their option to purchase
additional shares, we intend to use the net proceeds from this offering to
(i) redeem, repurchase or otherwise acquire or retire approximately $633 million
of the outstanding January 2013 Senior Subordinated Notes and to pay accrued and
unpaid interest thereon through the redemption date, (ii) redeem, repurchase or
otherwise acquire or retire $185 million of the outstanding October 2012 Senior
Notes and to pay accrued and unpaid interest thereon through the redemption date
and (iii) pay related fees and expenses, including the payment to the Equity
Sponsors of a transaction fee of approximately $10 million and an aggregate fee
to terminate the consulting agreements of approximately $18 million in
connection with the consummation of this offering.
Alternatively, if the underwriters exercise their option to purchase additional
shares such that we receive sufficient net proceeds from the offering to permit
us to redeem, repurchase or otherwise acquire or retire all $950 million of the
outstanding January 2013 Senior Subordinated Notes, we intend to instead use
the net proceeds from this offering, together with available cash if necessary,
to (i) redeem, repurchase or otherwise acquire or retire all $950 million of the
outstanding January 2013 Senior Subordinated Notes and to pay accrued and
unpaid interest thereon through the redemption date and (ii) pay related fees
and expenses, including the payment to the Equity Sponsors of a transaction fee
of approximately $11 million and an aggregate fee to terminate the consulting
agreements of approximately $18 million in connection with the consummation of
this offering. We expect to use any remaining proceeds for general corporate
purposes.
The terms of the indenture governing the January 2013 Senior Subordinated
Notes provide that at any time and from time to time after July 31, 2013 and on
or before July 31, 2014, HDS may at its option redeem January 2013 Senior
Subordinated Notes in an aggregate principal amount equal to up to 100% of the
January 2013 Senior Subordinated Notes with funds in an equal aggregate amount
not exceeding the aggregate proceeds of any one or more qualified public
offering, at a redemption price equal to 103% of the principal amount thereof,
plus accrued and unpaid interest. The January 2013 Senior Subordinated Notes
mature on January 15, 2021 and bear interest at a rate of 10.50% per annum. HDS
issued the January 2013 Senior Subordinated Notes at par on January 16, 2013,
and used the net proceeds of their issuance to redeem all of the remaining $889
million of HDS's outstanding 2007 Senior Subordinated Notes at a redemption
price equal to 103.375% of the principal amount thereof and pay (together with
$36 million of cash on hand) accrued and unpaid interest thereon through the
redemption date.
The terms of the indenture governing the October 2012 Senior Notes provide
that at any time and from time to time prior to October 15, 2015, HDS may at its
option redeem October 2012 Senior Notes in an aggregate principal amount equal
to up to 35% of original aggregate principal amount of the October 2012 Senior
Notes with funds in an equal aggregate amount not exceeding the aggregate
proceeds of any one or more equity offerings, at a redemption price equal to
111.50% of the principal amount thereof, plus accrued and unpaid interest. The
October 2012 Senior Notes mature on July 15, 2020 and bear interest at a rate of
11.50% per annum. HDS issued the October 2012 Senior Notes at par on October 15,
2012, and used the net proceeds of their issuance to redeem a portion of HDS's
outstanding 2007 Senior Subordinated Notes at a redemption price equal to
103.375% of the principal amount thereof and pay accrued and unpaid interest
thereon through the redemption date.
In connection with this offering, we intend either to issue a notice of
redemption to holders of the outstanding January 2013 Senior Subordinated Notes
and, assuming no or insufficient exercise of the underwriters' option to
purchase additional shares, the October 2012 Senior Notes or to repurchase or
otherwise acquire or retire January 2013 Senior Subordinated Notes and,
assuming no or insufficient exercise of the underwriters' option to purchase
additional shares, the October 2012 Senior Notes. This prospectus does not
constitute a notice of redemption under the indenture governing the January
2013 Senior Subordinated Notes or the October 2012 Senior Notes nor an offer to
tender for, or purchase, any January 2013 Senior Subordinated Notes, October
2012 Senior Notes or any other security.

We operate in a highly fragmented industry and hold leading positions in
multiple market sectors. Competition, including our competitors and specific
competitive factors, varies for each market sector. The majority of our
competition comes from mid-size regional distributors and small, local
distributors; however, we also face competition from a number of national
competitors, including Fastenal, Grainger, MSC Industrial, Rexel, Watsco, WESCO
and Wolseley plc (Ferguson division).
We believe the principal competitive factors for our market sectors include
local selling capabilities, availability, breadth and cost of materials and
supplies, technical knowledge and expertise, value-add service capabilities,
customer and supplier relationships, reliability and accuracy of service,
effective use of technology, delivery capabilities and timeliness, pricing of
products, and the provision of credit. We believe that our competitive strengths
and strategy allow us to compete effectively in our market sectors.

Company Description

We are one of the largest industrial distributors in North America. We believe
we have leading positions in the three distinct market sectors in which we
specialize: Maintenance, Repair & Operations; Infrastructure & Power; and
Specialty Construction. These market sectors are large and fragmented,

and we
believe they present opportunities for significant growth. We aspire to be the
"First Choice" of customers, associates, suppliers and the communities in which
we operate. This aspiration drives our relentless focus and is reflected in the
customer and market centricity, speed and precision, intense teamwork, process
excellence and trusted relationships that define our culture. We believe this
aspiration distinguishes us from other distributors and has created value for
our shareholders, driven above-market growth and delivered attractive returns on
invested capital.
We estimate that the aggregate size of our currently addressable markets is
approximately $110 billion annually. We define our currently addressable markets
as the total dollars spent in markets where we currently offer products. We
serve these markets with an integrated go-to-market strategy. We operate through
over 600 locations across 46 U.S. states and nine Canadian provinces. We have
approximately 15,000 associates delivering localized, customer-tailored
products, services and expertise. We serve approximately 500,000 customers,
which include contractors, government entities, maintenance professionals, home
builders and industrial businesses. Our broad range of end-to-end product lines
and services include over one million stock-keeping units ("SKUs") of quality,
name-brand and proprietary-brand products as well as value-add services
supporting the entire lifecycle of a project from infrastructure and
construction to maintenance, repair and operations. For the fiscal year ended
February 3, 2013, or fiscal 2012, we generated $8.0 billion in Net sales,
representing 14.3% growth over the fiscal year ended January 29, 2012, or fiscal
2011, or 12.2% growth excluding the 53rd week of fiscal 2012; $683 million of
Adjusted EBITDA, representing 34.4% growth over fiscal 2011, or 31.7% growth
excluding the 53rd week of fiscal 2012; and incurred a Net loss of
$1,179 million representing an increase of 117.1% over fiscal 2011, or an
increase of 119.7% excluding the 53rd week of fiscal 2012. For the three months
ended May 5, 2013, we generated $2.1 billion in Net sales, representing 12.6%
growth over the three months ended April 29, 2012; $164 million of Adjusted
EBITDA, representing 23.3% growth over the three months ended April 29, 2012;
and incurred a Net loss of $131 million, representing an improvement of 63.6%
over the three months ended April 29, 2012.
We believe our long-standing customer relationships and competitive advantages
stem from our knowledgeable associates, extensive product and service
offerings, national footprint, integrated technology, broad purchasing scale and
strategic supplier relationships. We believe that our comprehensive supply chain
solutions improve the effectiveness and efficiency of our customers' businesses.
Our value-add services include customer training, material and product
fabrication, kitting, jobsite delivery, will call pick up options, as well as
onsite managed inventory, online material management and emergency response
capabilities. Furthermore, we believe our product application knowledge,
comprehensive product assortment, and sourcing expertise allow our customers to
perform reliably and provide them the tools to enhance profitability. We reach
our customers through a variety of sales channels, including professional
outside and inside sales forces, call centers and branch supported direct
marketing programs utilizing market-specific product catalogs, and business unit
websites. Our distribution network allows us to provide rapid, reliable, on-time
delivery and customer pickup throughout the U.S. and Canada. Additionally, we
believe our highly integrated technology provides leading e-commerce and
integrated workflow capabilities for our customers, while providing us
unparalleled pricing, budgeting, reporting and analytical capabilities across
our Company. We believe customers view us as an integral part of the value chain
due to our extensive product knowledge, expansive product availability and the
ability to directly integrate with their systems and workflows.
Since 2007 we have undertaken significant operating and growth initiatives
at all levels. We developed and are implementing a multi-year strategy to
optimize our business mix. This strategy includes entering new markets and
product lines, streamlining and upgrading our process and technology
capabilities, acquiring new capabilities and selling non-core business units. At
the same time, we attracted what we believe to be "best of the best" talent
capitalizing on relevant experience, teamwork and change navigation. With this
transformational execution behind us, we believe we are well-positioned to
continue to grow our revenues at a growth rate in excess of the growth rates of
the markets in which we operate.
------
HD Supply Holdings, Inc. is a Delaware corporation. Our principal executive
offices are located at 3100 Cumberland Boulevard, Suite 1480, Atlanta, Georgia
30339, and our telephone number at that address is (770) 852-9000. Our website
is www.hdsupply.com.

Please note that once you make your selection, it will apply to all future visits to NASDAQ.com.
If, at any time, you are interested in reverting to our default settings, please select Default Setting above.

If you have any questions or encounter any issues in changing your default settings, please email isfeedback@nasdaq.com.

Please confirm your selection:

You have selected to change your default setting for the Quote Search. This will now be your default target page;
unless you change your configuration again, or you delete your
cookies. Are you sure you want to change your settings?